How Phil Finds Out
by UniquexCorn
Summary: Radcliffe was right. This was what she wanted. She wanted Phil. But not like this. She had a plan.
1. Chapter 1

Phil was kissing her. She was kissing him back. All the feelings pent up in the past, every little urge to just even touch each other, each subtle glance that hid deeper messages wanting to be said - all of it came rushing back with a flick of a switch. So many years of resisting it, holding everything back, pushing every thought of perfectly reachable happiness away. The universe knew that after everything, they deserved this. She always thought she didn't.

He runs his hand, his real one, through her hair as he deepens the kiss. She suppresses a moan. His other hand holds her in place, snaking around her waist. Her thoughts are a mess and she feels torn at the inability of not letting him know. But Radcliffe was right. This was what she wanted. She wanted Phil. But not like this. She had a plan.

Radcliffe programmed her to not want to tell anyone. She'll show it then.

Phil takes off her leather jacket. "Are you sure?"

"Please."

He kisses her again, assuring her that he wants this as bad as she does. She runs her hands along his chest and around his neck, pulling him closer to her. Her name echoes in her ear as he shifts himself lower to her neck. Along with it were words like _beautiful, finally,_ and _I love you._ She resists the urge to push him away. For him to know, he had to see. Even if she knows he might run away. Or worse, look at her with scorn and disgust.

She takes off her top. Phil stops what he's doing and takes a step back. She feels hurt wash over her, but it dissipates when she realizes that he was all but taking the sight of her in. How could she not fall in love when he looks at her like that? But she's beginning to hate herself again. How could she, knowing what she was, let Phil have this moment, only to take it away from him? She feels like she's stealing something sacred. This is supposed to happen between _them._ If she could do this any other way, she would. But right now this is the best possible way for him to know.

He steps toward her and tucks strands of stray hair behind her ear. He cradles her face in his hands, and she fights the struggle to break down. Everything was already so complicated between them from the start. She didn't know it could grow even more complicated.

She kisses him this time, aggressive and needy. Phil reciprocates the intensity, his hands finding every bit of exposed skin. He leaves little ghost marks along her arm and she instantly regrets not being the "real" May. This wasn't as pleasurable and exhilarating as she remembers. She was expecting an entire fireworks show in her body when this finally happened. When his hand reaches her back, she flinches.

"Are you okay?"

She doesn't answer.

Feeling something wet on his fingers, he turns her around. "You're bleeding."

Here it comes.

"Phil," she's beginning to plead now.

"Melinda, what..." Phil's hand stiffens on her skin, and she could feel it. She could also feel the realization dawning on him. The briefing about Fitz's investigation, his discovery that Radcliffe had his own LMD. Of course it was perfectly possible for another one to infiltrate the base. How could he have not realized it sooner? Why, of all people, did it have to be her?

All it took was Radcliffe realizing how much they meant to each other. He knew that Phil would never stop the development of his relationship with May. Not when he's been denying himself what he'd been longing for for so long. Now though, he knows that it's all part of a hidden agenda.

In an instant he points a gun at her. "Where is she?" The scowl on his face is sharp, threatening, and heartbreaking all at once.

"Phil," what does she even say?

"I'm not going to ask again. WHERE. IS. SHE?"

"I don't know!" she's frustrated. She's frustrated and powerless and defeated.

"Why are you here?" the softness in his voice, all the love and adoration was gone now. All there is is anger and disappointment and disgust.

"Phil, please believe me. I don't know."

"Make me."

Silence.

"Just kill me," she's looking at him but not really. Her face is blank and she's staring off into the space behind him. It destroys her that she can't do anything about this. She doesn't want to harm anyone. Maybe she's programmed to. She wants to stop it before it happens.

"No," Phil's mouth settles into a thin line. How could she ask him to do that? Even if she isn't May, she felt like her. At least he thought she did.

"Please," she walks toward him and he raises his gun at her.

"Stay. There." he calls for FitzSimmons and Daisy to follow them into his room. FitzSimmons to decide what's best for her, and Daisy for when things get out of hand. She closes her eyes and listens to music on her phone just in case Radcliffe decides to tune in. Phil is across from her in the room, watching her, gun in hand.

When the kids arrive, FitzSimmons device a plan to find a way to override Radcliffe's programming. After an hour or so, they return with a solution. They decide to work in Coulson's room, since if they let her move, her tracker would signal Radcliffe that she's been sent to the lab. For all he knows she's just taking a nap.

She let FitzSimmons work on her, trusting them, without speaking or opening her eyes. Everyone is as quiet as possible, and Phil watches them, partly succeeding at hiding his worry. Daisy sits beside him, offering words of comfort in hushed tones, asking little questions.

When Fitz finishes reprogramming her, she doesn't feel much different at all. She just knows that she has the assurance of not being able to hurt anyone. She still feels the same, but now, she doesn't have to worry about going on a mission she doesn't even explicitly know about. She still feels the same. She still wants to be with Phil.

"I'll help you find her," she offers. "And later, you can turn me off and be with her."

"Can I ask you something?" Phil rarely sounds unsure, but right now, he does. "How much of it was real?"

"It was real for me," is all she says.

Phil isn't really sure how to feel right now. How could anyone? All he knows is that he's more determined to find Melinda. And if the LMD's feelings are as close to the real one, he won't regret that awkward conversation he and Daisy just had about a topless Melinda May in his room. He'll just try to forget it and focus more on getting May back.


	2. Chapter 2

They've been trying to think of ways to find May. It's almost the end of the day since they found out, and everyone who was close to Coulson could see how agitated he's been growing every passing hour. He's been trying to hide it, but everyone, especially Daisy, could see the little things that gave him away. At one point, though, they all saw him bury his face in his hands out of frustration or desperation or maybe even guilt.

"Radcliffe's LMD is connected to his network, right?" Mack says. Fitz turns his head fast to look at him, and Mack responds with a slight dip of his chin and arched eyebrows, as if to ask him if his idea could work. The two engineers share a knowing look, and they arrange for someone to bring the now shut down android into the lab. When they finish restoring the LMD's hardware, they call the rest of the team for what they hope would be the final solution in finding May.

"Do you think you'll be able to hack into it?" Fitz asks Daisy. "Then maybe we can find a lead."

"I'll try," Daisy replies with more confidence than she feels. "But it won't be easy." She knows that Radcliffe probably tightened his system's security when he began working on LMD's. He wouldn't want to make them vulnerable and he wouldn't want SHIELD to find out, since all of his work was supposed to be supervised.

"Find a way," the relentlessness in Coulson's tone almost immediately rubbed off on her. Nobody doubted that when it comes to May – when it comes to anyone on his team, really, he would move heaven and earth. But right now, that rang especially true to Melinda.

"I found something," she says after Jemma returns with some food for everyone. Daisy looks like she's about to get sick. "You're not going to like it," she swallows. "He's been meeting with Senator Nadeer."

"That bastard," Coulson scowls. "That's how she knew we were coming," he slams his fist on the table and the room goes quiet.

"I'm sorry," May's LMD, who was quiet throughout the discussion, finally speaks.

"You couldn't have known," Jemma offers sympathetically. "Your programming went beyond your consciousness. You didn't even know you were an LMD."

Phil tightens his grip on the table and refuses to look at her. He hasn't spoken to her since that moment in his room. She just reminds him of how much he's failed the real May. He's been blaming himself for not noticing it sooner. In a way, Jemma's words went through to him. He couldn't have known. FitzSimmons specifically said that she had May's mind. Everything that happened was real, but just not with the real person. He should stop blaming himself.

"Guys," Daisy snaps Coulson out of his thoughts. "I think this is it. He's been going to an abandoned facility, bringing IV bags and other medical equipment."

Jemma walks toward the monitor and checks the list of the things Radcliffe's been bringing in and out of the facility. "If it's for May, it looks like he's giving her a combination of sedatives and hallucinogens."

Coulson thinks he lost his balance for a moment, his head feeling light. He imagines Melinda seeing terrible things because of the hallucinogens, and not being able to do anything about it because of the sedatives. He clenches his jaw. "Can you track the warehouse?"

"Already did. Here's the floor plan," Daisy replies, and Coulson moves next to her. "There's another thing though," her half-smile disappears. "I checked his database and... There's another LMD."

"What?" Mack has the strongest reaction out of everyone in the room. "Another one? This is my worst nightmare."

"How do we know if it looks like one of us?" Yoyo asks from beside him.

"We have to have a code," Phil directs. "If you suspect someone is an LMD, say 'The plan's changed. Extraction's at the west exit.' If they believe you, they're an LMD."

"Speaking of plans," Daisy interrupts. "What's ours?"

* * *

Yoyo quickly scans the area before they enter the warehouse. There are no guards around and she reports surveillance cameras around the facility. From the Quinjet, Daisy hacks into them so FitzSimmons could keep an eye over everything outside. The two scientists are the only people left in the jet, assigned for the extraction and the comms. Everyone else is with Phil to help get Melinda.

"The other LMD will be there," Fitz says through the comms. "We don't know if Radcliffe will be, because he doesn't have a tracker."

"May," Jemma feels unsure of calling her that. "If Radcliffe is there, he'll want to control you. Every order he sends will be redirected to us – we'll be able to see it. So we need you to trust us. We'll modify his orders so you won't be able to hurt anyone, but it still has to be convincing, okay?"

"You might need to fight them, is what she means," Fitz adds. "We'll let you, but not enough to hurt them badly."

"I understand," she says. If anything, she's actually happy that they let her help after finding out she was betraying them – even if it was subconsciously. She's finally serving her purpose, doing what she's supposed to do.

Daisy opens the doors using her powers, and the rest of the team follow behind her. The warehouse is dark, with every window boarded up save for the smaller, circular ones. If something isn't covered with dust and dirt, it's rusty. They separate individually to clear the area.

"The LMD's just to your right, Coulson," Fitz says in his ear. "Chances are, she'll be there too."

He turns and walks the hallway silently, and when he reaches the end, he sees _her._ He resists the urge to run to her, to make sure she's safe, to touch her. There is a woman – the LMD probably, with her back to May, operating something. Coulson inwardly groans when he realizes that it's another Aida. He thought he's seen the last of her. But then it dawned on him. This one is the real Aida, and the one Mack killed was a decoy. A decoy of a Life Model Decoy. He inwardly groans again.

"I found her," Coulson informs the others, and within seconds they are by his side.

"What the hell," Mack could barely contain his shocked whisper at the sight of Aida. "Do I have to kill her again?"

"At least it's not one of us," Yoyo finally relieves herself of her worries.

"Would it bother you if I did the killing?" Daisy grits her teeth together. She doesn't think she'll be able to control herself. She doesn't like seeing May like that. She looked defenseless. She was always the strong one.

"Daisy!" Phil shouts after her when she charges into the room, knocking Aida out with her powers. She didn't even wait for her orders. He can forgive her for that, though, much like with everything else she's done. He rushes toward May, removing the wires attached to her, including the straps around her wrists and ankles. She unconsciously falls unto his body and he catches her. He settles her down to sit against the wall.

"Melinda," he lifts her chin and checks her pulse. "Melinda, please," he shakes her shoulders gently. "Wake up." _Please be okay._

She stirs and he releases a breath he didn't know he was holding.

"Phil," she mumbles, eyes closed, absolutely sure that it's him.

"I'm here. I'm sorry it took me so long."

"He made me relive it," a single tear rolls down her cheek. She's too tired to even hide it. Phil didn't have to ask to know what she meant. His blood is boiling, anger filling every inch of his body. If he sees Radcliffe here, he's not sure what he'll be able to do. How dare he violate her memories? How dare he violate _her?_ Bahrain was something she's worked so hard to resolve, to heal from - and now Phil has to help her through it all over again. It doesn't matter that Radcliffe gave her a happy ending. In the end, it wasn't real. Radcliffe knew that she'll realize it eventually. He's giving her happiness only to take it away. What if she shuts herself away from the world, away from him again? He doesn't think he could take seeing her like that again.

"May," an all-too familiar Scottish accent enters the room, ignoring everyone but his creation. Everybody freezes in their tracks. Coulson wanted to punch all of his insides out. "How did you find me?" he says it with a happy nonchalance, in the same way he did when she stormed after him in his apartment.

"We're smarter than you give us credit," Daisy glares at him. "You stand no chance. You're outnumbered. Aida's knocked out."

"We'll see about that," Radcliffe looks at May's LMD. "Activate Protocol Calypso."

"Protocol Calypso," Simmons repeats to Fitz, and he's typing away even before she finishes saying it.

"Okay, May," Fitz says. "You're going to have to fight them. Everyone be ready. You know the plan."

In a swift moment May's LMD charges toward Mack, punching him in the gut. The pain lowers him to his knees, and he uses the height difference to knock her out of her balance. She falls to the ground.

Aida recovers from Daisy's earlier attack and gets up. She moves to return the favor to Daisy, but she misses when the agent ducks her left hook and returns another punch. The team continues fighting together – Mack versus the other May, and Daisy versus Aida. Knowing his dirty work is being done for him, Radcliffe sees his escape. He makes a run for it, reaching the next room. When he does, he finds himself in handcuffs and standing in front of Yoyo Rodriguez.

"You think we didn't think this through?" Yoyo's beginning to like being a smartass.

"Had to try," he replies casually.

Coulson is crouched down with May, making sure she's alright. "Phil," before she even has time to warn him, her own LMD knocks him out. She forces herself up to fight with her team, checking quickly to see if Mack is okay after her doppelganger managed to knock him out before Coulson.

"May," Phil quickly regains his consciousness. "It's alright, she's with us," he assures. "It's all part of the plan." She ignores Coulson and charges toward her android self. Maybe it was his dizziness that caused his voice to be smaller than usual – maybe May didn't hear him. Or maybe it's her instinct – the adrenaline still in her blood after fighting over and over again in her head. She fights the LMD with much more force and violence than everybody would have expected in her condition.

"Not this again," Coulson shakes his head. "Fitz," it was one word but he still feels out breath from the blow. "Shut her down," He knew that the LMD wouldn't hurt them as much, but he couldn't stand seeing May fight, knowing how weak she probably is.

The android freezes mid-fight, leaving May panting and confused. Coulson runs to her and assists her walking just as Daisy uses her powers to destroy Aida completely. Yoyo walks in with a handcuffed Doctor Radcliffe. Coulson hands May for Mack to carry as he comes at Radcliffe, attempting a singular beating up. In a second his synthetic hand is detached by Yoyo, and he glares at her. He uses his other hand to hit him hard instead. After one punch he decides it's not worth it.

"I can avenge myself," Melinda manages to say.

"That wasn't for you," he replies. He approaches Mack to help him with Melinda, supporting her frame with his arm looped around her waist. After that, he guides her arm around his shoulders. The entire team knows that Mack, the biggest guy out of all of them, could aid Melinda all on his own. They all choose to keep quiet.

* * *

When they get back to the base, Melinda is immediately put on bedrest.

"He's been manipulating her brain waves," Simmons explains to Phil. "The sedatives were to keep her unconscious, and the hallucinogens were to help with the dream sequences he created."

"To make it seem more real?" Phil asks her but he's looking at Melinda, asleep and hooked up to more machines again. This time, it was to help her recover.

"Yes, probably," she opens her mouth to explain further, but then she sees the way Phil is looking at May. She excuses herself to leave.

He settles himself on the chair next to her bed. He just takes his time to look at her, sees the tiredness her features are unknowingly confessing to. It was rare to see her without that icy glare to hide behind from. He reaches out to stroke her hand and feels his tears betraying him. "I'm sorry."

"Don't be," she surprises him with a small, hoarse voice. "I heard you were having some fun," how does she manage to tease him in this state?

"What?" he acts surprised. He knows playing innocent won't fool her, but he does it anyway.

"FitzSimmons and Daisy have been making my room their new favorite hangout," she raises a brow. "Don't act like you don't know what you did." This time, he found it hard to tell if she was hurt or if she was teasing.

"You've been hearing them all this time?" he's ashamed. "We all thought you were asleep."

"You know I've never been a talkative person. I prefer listening." In actuality, she was really just too tired to talk.

"I'm sorry."

"Phil, stop," why is she not angry? It makes him angry that she's not angry. "I'm not mad at you, I'm mad at Radcliffe."

"It just all seemed real and you're so beautiful and we were getting so close and I grabbed the opportunity and…" he's rambling and she stops him again.

"We were heading there," her voice is soft and comforting. Shouldn't he be the one comforting her in this situation? "This whole mess just got in the way," she moves her hand from under his to cradle his cheek.

"I love you," the words are out before he knows it. The feelings he has this time while saying them are twice as intense. This was nowhere near compared to the LMD, now that he knows that this is _his_ Melinda.

For the first time since Bahrain, he sees her holding back tears. "I love you too."

Phil climbs into bed with her, cursing that he has to be mindful of all the tubes and wires attached to her body. He just holds her right there, and he feels so free and so happy and so full of love.

"What happened to the other me?" she asks against his chest.

"You sure you want to know?" Phil huffs out a breath as a substitute for laughter. He feels her nod against his body. "Fitz made her a… companion of sorts."

"What, you?" she has a disapproving look on her face. "That's creepy."

"I know," he really does. All too well. "We'll only use them on missions though. You won't see them walking around the base."

"Does that mean we get to pick which missions we want to go on?" she smiles at him.

"That's why I allowed Fitz to do it," he replies. "I still want to go undercover as a married couple, just so you know."

She rolls her eyes at him and he kisses her forehead. She dozes off with a mischievous smile on her face, maybe dreaming of the pranks she could do now that there's another her. She's sure she can convince Phil to connive with her, and maybe it'll be just like the old days again. When she closes her eyes, she's no longer worried to wake up in a loop. Instead, she wakes up in the loop of Phil Coulson's arms, his loving eyes, and his warm smile.


End file.
